exv10w21






Exhibit 10.21




English Translation




Strategic Cooperative Agreement




between




China Construction Bank Corporation

Shenzhen Branch




and




China Medical Services Holdings Limited




16 November, 2009




 









 








Party A: China Medical Services Holdings Limited

Address: No. 3702, Rongchao Trade Center, Jintian Road, Futian District, Shenzhen

Legal Representative: YANG Jianyu




Party B: China Construction Bank Corporation, Shenzhen Branch

Address: East Tower, Financial Center, Hongling South Road, Shenzhen

Person in Charge: TIAN Huiyu



Party A is Asia’s largest, most professionally competent and longest-operating medical equipment
investment service provider and operator of relevant medical centers.



Party B is a major state-owned commercial bank with a nationwide branch network, a comprehensive
service system as well as a presence (through branches or representative offices) in the world’s
major financial centers, which enjoys extensive experiences in servicing key engineering and
construction projects and large enterprise groups and possesses competitive edges in terms of
products, technology, talents, service philosophy, etc.



In order to establish a sound bank-enterprise cooperative relationship and promote the mutual
development and long term partnership of the Parties, in keeping with the principle of “equality
and mutual benefit, mutual support, honesty and creditworthiness” , Party A and Party B, on the
basis of their existing successful cooperation, reach the following agreement upon full discussions
and covenant to strictly abide by each provision set out herein and duly fulfill their respective
obligations hereunder.



Article I The Parties mutually agree to establish between them a long-term strategic partnership.



Party B will treat Party A as one of its most important clients, will fully support the development
of Party A, and will, to the extent permitted by the laws, regulations and financial policies of
the state and relevant rules of Party B, provide, on a priority basis, Party A and all of its
controlled subsidiaries with full financial services and full financial support.



Party A will treat Party B as one of its most important long-term partners and will, where the
conditions are equal, retain, on a priority basis, Party B as its primary cooperation bank for its
financial operations.



Article II Subject to compliance with the Guarantee Law, the General Provisions on Lending and
other relevant laws, regulations and financial policies of the state as well as relevant lending
rules of Party B, Party B will actively support the business growth of Party A and will in the
forthcoming three years grant to Party A an indicative credit line of RMB1.5 billion (subject to
business review and approval by Party B and satisfaction of relevant approval conditions of Party
B, with the specific rights and obligations to be


 









 






governed by relevant definitive agreements entered into by the Parties upon mutual discussions and mutual agreement), which may be disbursed
towards working capital loans, fixed-asset project loans, RMB bridge loans, onshore
guarantor-backed offshore affiliate loans, export buyer credit, pooled guarantees-backed loans, M&A
loans, factoring, receivables pledge arrangements and other areas of business cooperation. The
Parties will equally strengthen their cooperation in the areas of import and export business, trade
finance, etc.



Article III Party B will actively design a best possible management solution for the funds of Party
A, will ensure the security and timely transfer and disbursement of the funds of Party A, and will,
subject to compliance with the relevant laws, regulations and financial policies of the state and
relevant lending rules of Party B, procure the funds deposited by Party A with Party B to achieve
highest possible returns.




Article III1 Party B’s Undertakings on Financial Service





	(1)	 	Credit Financing Service






	(a)	 	Conditions for Grant of Credit Facility




In respect of RMB and foreign currency-denominated financing services under the aforesaid credit
facility, Party B undertakes to offer, where the conditions are equal, Party A and its subordinated
enterprises preferential conditions and rates within the pricing range stipulated by applicable
regulators.





	(b)	 	Approval procedures for grant of credit facility




When Party A and its subordinated enterprises apply to Party B to draw on the credit facility
granted by Party B, Party B shall to the extent possible simplify its approval procedures and offer
the most convenient services.





	(2)	 	Innovative financial service




To the extent permitted by applicable rules and regulations, Party B will carry out product
innovation and provide corresponding financial products in respect of its overall financial
services to the various projects of Party A and its controlled subsidiaries.





	(3)	 	Fund settlement service




To the extent permitted by applicable rules and regulations, Party B will, in line with the
financial and fund settlement patterns of Party A, consider and develop, on a priority basis,
corresponding settlement methods and provide relevant financial settlement services to Party A so
as to meet Party A’s needs for the management of its funds, finances, etc.




Article IV Party A’s Undertakings on Business Cooperation





	(1)	 	Undertakings on grant of credit facility






	(a)	 	Party A shall maintain reasonable financial conditions and shall have sound operating
conditions and development prospects.







 




			
	1	 	Article III was used twice in the original Chinese
version.




 









 











	(b)	 	Upon accepting a credit facility from Party B, Party A shall act in accordance with the
principle of “fairness and reasonableness” in accepting any credit facility from another bank so as
not to prejudice the rights of Party B.
	 
	(c)	 	Party A shall promptly provide Party B or its branches with material information as well as
basic information reflecting the changes in its operations and management.






	(2)	 	Party A shall on a priority basis choose to open with Party B its sweeping accounts for IPO
proceeds, follow-on offerings and rights issues.
	 
	(3)	 	Party A shall use its best efforts to perform the obligations required to be performed by it in
the course of its existing and future business cooperation with Party B.
	 
	(4)	 	Where the conditions are equal, Party A and its subordinated enterprises and controlled
enterprises shall on a priority basis choose to open their accounts with Party B and shall utilize,
on a priority basis, the financial products and services of Party B, including:






	(a)	 	To select Party B as one of their major RMB and foreign currency financing banks;
	 
	(b)	 	To select party B as one of their major RMB and foreign currency account-opening banks
(including the basic account, the capital funds account, the foreign debt account, the rent payment
account, the escrow account and the general settlement account) and settlement banks;
	 
	(c)	 	To select Party B as the “main bank” for their international settlement business (including
but not limited to L/C, remittance, profit repatriation, letter of guarantee and other non-trade
settlement businesses), as well as the major RMB settlement reporting bank for their cross-border
trading businesses;
	 
	(d)	 	To select Party B as one of the “main banks” for their co-branding card, credit card and
personal wealth management businesses;
	 
	(e)	 	To select Party B as one of the main handling banks for their cash management and drafts
operations as well as for the NRA accounts of Party B’s 2offshore affiliates;
	 
	(f)	 	To select, in line with their business growth needs, Party B as the provider of financial
advisory service, public housing fund service, personal residential mortgage loans, corporate
annuity service, and other financial services and products provided by Party B; and
	 
	(g)	 	To utilize other financial products not specified herein.





Article V Cooperation on Other Businesses





	(1)	 	Cooperation on Cash Management




Party B will support the centralized management of the multi-level funds of Party A and enhance the
operating efficiency of such funds by utilizing its online banking services and other electronic
banking platforms and by providing entrusted loan facilities, legal person account overdraft
facilities and other services to Party A, all in accordance with the needs of Party A. Party B
will, by means of its own money products, provide corresponding services in respect of the RMB and
foreign currency receipts and






 




			
	2	 	As shown in the original Chinese version.




 









 











	 	 	disbursements of Party A and thereby procure the value maintenance
and appreciation of the relevant funds.






	(2)	 	Consultancy and Advisory Service




Party B will provide Party A with financial advisory and foreign exchange management policy
consulting services.





	(3)	 	Party B will fully tap into its strengths in the Bank-Customs-Connection system and the online
trade settlement system (E-TRADE) so as to satisfy Party A’s business needs for fast customs
clearance, fast remittance, etc.






	(4)	 	Other Services




Party B will design individualized financial products or a combination of such products based on
the needs of Party A.




Article VI Coordination and Communication



So long as the Parties shall maintain each other’s trade secrets in confidence, Party A and Party B
shall strengthen their mutual communication and thereby facilitate the implementation of this
Strategic Cooperative Agreement. The Parties agree to timely circulate this Strategic Cooperative
Agreement to their respective subordinated entities, to each designate business cooperation contact
persons at different levels and to establish a regular coordination meeting system so as to resolve
issues arising during the course of implementation hereof.



Party A shall designate its Finance Department as the agreement implementation coordination
department which shall be responsible for the full implementation of this Agreement. Party B shall
designate the Corporate Business Department of its branch as the agreement implementation
coordination department which shall be responsible for the full implementation of this Agreement;
and the business office of such branch of Party B shall act as the main entity to provide the
specific services while other relevant sub-branches of Party B shall act as the auxiliary entity to
assist with the provision of such services.




Article VII Dispute Settlement



Any dispute arising out of the implementation of this Agreement upon its effectiveness shall be
resolved by Party A and Party B through friendly consultations based on the principle of “equality,
mutual benefit, mutual understanding and mutual accommodation”.




Article VIII Effectiveness of Agreement



This Agreement shall become effective when it shall have been signed by the legal representatives
(or persons in charge) of the Parties or their authorized representatives and affixed with the
corporate seals of the Parties and shall remain valid for 2 years. Upon expiry of such term, this
Agreement shall continue to be effective if so confirmed in writing by the Parties.



Article IX This Agreement shall be made in four originals and Party A and Party B shall each hold
two copies thereof.




 









 








(No operative text on this page)




	 	 	 
	China Medical Services Holdings Limited

	 	China Construction Bank Corporation Shenzhen Branch
	 
	 	 
	(Corporate Seal)

	 	(Corporate Seal)
	 
	 	 
	Legal Representative (or Authorized Representative)

	 	Legal Representative (or Authorized Representative)
	 
	 	 
	(Signature)

	 	(Signature)
	 
	 	 
	17 November, 2009

	 	17 November, 2009